SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-l
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 10)
THE ENERGY GROUP PLC
(Name of Subject Company)
TU ACQUISITIONS PLC
TEXAS UTILITIES COMPANY
(Bidders)
Ordinary Shares of 10p each and
American Depositary Shares, each representing Four Ordinary
Shares and evidenced by American Depositary Receipts
(Title of Class of Securities)
292691 10 2
(CUSIP Number of Class of Securities)
Peter B. Tinkham, Esq.
Texas Utilities Company
Secretary and Assistant Treasurer
1601 Bryan Street
Dallas, Texas 75201
(214) 812-4600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on behalf of Bidders)
Copy to:
Robert A. Wooldridge, Esq. Robert J. Reger, Jr., Esq.
Worsham, Forsythe & Reid & Priest LLP
Wooldridge, L.L.P. 40 West 57th Street
1601 Bryan Street New York, New York 10019
Dallas, Texas 75201 (212) 603-2000
(214) 979-3000
<PAGE>
14D-1
_________________________________________________________________
1. Name of Reporting Person:
TU Acquisitions PLC
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds
BK
AF
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) or 2(f) [ ]
_________________________________________________________________
6. Citizenship or Place of Organization
England and Wales
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person - 373,692,381 ordinary shares (including ordinary
shares represented by Energy Group ADSs)
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
71.8%
_________________________________________________________________
10. Type of Reporting Person
CO
<PAGE>
14D-1
_________________________________________________________________
1. Name of Reporting Person; I.R.S. Employer
Identification No.:
Texas Utilities Company;
75-2669310
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds
BK
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) [ ]
_________________________________________________________________
6. Citizenship or Place of Organization
Texas
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person - 373,692,381 ordinary shares (including ordinary
shares represented by Energy Group ADSs)*
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
71.8%*
_________________________________________________________________
10. Type of Reporting Person
HC
* Represents shares owned by TU Acquisitions PLC, an
indirect wholly owned subsidiary of Texas Utilities Company
<PAGE>
Texas Utilities Company, a Texas corporation ("Texas
Utilities"), and TU Acquisitions PLC, a public limited company
incorporated in England and Wales and an indirect wholly owned
subsidiary of Texas Utilities, hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1, originally filed on
March 10, 1998, and as amended on March 17, April 9, April 17,
April 22, April 24, May 1, May 6, May 7 and May 18, 1998 (the
"Statement"), with respect to the offer to purchase all of
the outstanding (a) ordinary shares of 10p each ("Energy Group
Shares") of The Energy Group PLC, a public limited company
organized under the laws of England and Wales ("The Energy
Group"), and (b) American Depositary Shares of The Energy Group
each representing four Energy Group Shares and evidenced by
American Depositary Receipts, as set forth in this Amendment
No. 10. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 6. Interest in Securities of the Subject Company.
------ ---------------------------------------------
(a) and (b). On May 19, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(30) and is incorporated herein by reference. On May 19, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(31) and is incorporated
herein by reference.
Item 10. Additional Information.
------- ----------------------
(f). On May 19, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(30) and is incorporated herein by reference. On May 19, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(31) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(30) Text of US press release of Texas Utilities dated
May 19, 1998.
(a)(31) Text of UK press release of Texas Utilities dated
May 19, 1998.
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: May 19, 1998
TU ACQUISITIONS PLC
By: /s/ H. Jarrell Gibbs
--------------------------
Name: H. Jarrell Gibbs
Title: Director
TEXAS UTILITIES COMPANY
By: /s/ Robert S. Shapard
--------------------------
Name: Robert S. Shapard
Title: Treasurer and
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(30) Text of US press release of Texas Utilities dated
May 19, 1998.
(a)(31) Text of UK press release of Texas Utilities dated
May 19, 1998.
Exhibit (a)(30)
TEXAS UTILITIES COMPANY
ENERGY PLAZA [] 1601 BRYAN STREET [] DALLAS, TEXAS 75201 [] (214) 812-4600
NEWS
RELEASE
---------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
---------------------
TEXAS UTILITIES COMPANY OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
DALLAS, TEXAS - MAY 19, 1998 - Texas Utilities Company
(NYSE:TXU) announces that its offer for The Energy Group PLC
(NYSE/LSE:TEG) has been declared unconditional in all respects
and will remain open for acceptance until further notice.
By 1:00 p.m. (London time), 8:00 a.m. (New York City time)
on May 19, 1998, valid acceptances of the Texas Utilities Offer
had been received, and not withdrawn, in respect of a total of
222,709,601 Energy Group Shares and 9,145,695 Energy Group ADSs,
representing, in aggregate, 259,292,381 Energy Group Shares or
approximately 49.78% of The Energy Group's issued ordinary share
capital (each Energy Group ADS represents four Energy Group
Shares). Of these, elections for the Share Alternative had been
received in respect of 24,768,141 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs), representing
approximately 4.76% of The Energy Group's issued ordinary share
capital, and elections for the Loan Note Alternative had been
received in respect of 7,393,427 Energy Group Shares, representing
approximately 1.42% of the said capital. An announcement setting
out details of the extent, if any, to which these acceptances
include those received from persons acting in concert with Texas
Utilities will be made in due course.
Except for the 7,941,233 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 1.52% of The Energy Group's issued ordinary share
capital, held on January 23, 1998 (being the business day prior to
the commencement of the offer period) by those persons deemed to
be acting in concert with Texas Utilities, neither Texas Utilities
nor any persons deemed to be acting in concert with Texas Utilities
held any Energy Group Shares (or rights over such shares) immediately
prior to the commencement of the offer period.
During the offer period:
1) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96% of The Energy Group's
issued ordinary share capital); and
2) persons deemed to be acting in concert with Texas Utilities
have acquired, in aggregate, 712,474 Energy Group Shares
(including Energy Group Shares represented by Energy Group
ADSs), representing approximately 0.14% of The Energy Group's
issued ordinary share capital, and have disposed of, in
aggregate, 1,778,521 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 0.34% of the said capital, none of such
acquisitions and disposals being connected with the Texas
Utilities Offer.
Except as disclosed in this announcement, neither Texas
Utilities nor any persons deemed to be acting in concert with
Texas Utilities have acquired or agreed to acquire any Energy
Group Shares (or rights over such shares) during the offer period.
Consequently, as at 1:00 p.m. (London time), 8:00 a.m. (New
York City time) on May 19, 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in aggregate,
373,692,381 Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), representing approximately
71.75% of The Energy Group's issued ordinary share capital.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7:00
P.M. (NEW YORK CITY TIME) ON FRIDAY, MAY 29, 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED
SHARE ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7:00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, MAY 29, 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON JUNE 5, 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON JULY 1, 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES
AND ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Texas Utilities Company is an investor-owned holding company
for energy service companies engaged in domestic and international
electric and natural gas utility services, energy marketing,
telecommunications, and other energy-related services.
- END -
FOR ADDITIONAL
INFORMATION CONTACT: DAVID ANDERSON OR TIM HOGAN
214/812-4641 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACTS: JIM LAWRENCE 214/812-4073
JOAN HUNTER 214/812-4071
Exhibit (a)(31)
TEXAS UTILITIES COMPANY NEWS RELEASE
-----------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
19 MAY 1998
TEXAS UTILITIES COMPANY
-----------------------
OFFER FOR
THE ENERGY GROUP PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Texas Utilities announces that its offer for The Energy Group has
been declared unconditional in all respects and will remain open
for acceptance until further notice.
By 1.00 p.m. (London time), 8.00 a.m. (New York City time) on 19
May 1998, valid acceptances of the Texas Utilities Offer had been
received, and not withdrawn, in respect of a total of 222,709,601
Energy Group Shares and 9,145,695 Energy Group ADSs,
representing, in aggregate, 259,292,381 Energy Group Shares or
approximately 49.78 per cent. of The Energy Group's issued
ordinary share capital (each Energy Group ADS represents four
Energy Group Shares). Of these, elections for the Share
Alternative had been received in respect of 24,768,141 Energy
Group Shares (including Energy Group Shares represented by Energy
Group ADSs), representing approximately 4.76 per cent. of The
Energy Group's issued ordinary share capital, and elections for
the Loan Note Alternative had been received in respect of
7,393,427 Energy Group Shares, representing approximately 1.42
per cent. of the said capital. An announcement setting out
details of the extent, if any, to which these acceptances include
those received from persons acting in concert with Texas
Utilities will be made in due course.
Save for the 7,941,233 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 1.52 per cent. of The Energy Group's issued
ordinary share capital, held on 23 January 1998 (being the
business day prior to the commencement of the offer period) by
those persons deemed to be acting in concert with Texas
Utilities, neither Texas Utilities nor any persons deemed to be
acting in concert with Texas Utilities held any Energy Group
Shares (or rights over such shares) immediately prior to the
commencement of the offer period.
During the offer period:
(i) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96 per cent. of The Energy Group's
issued ordinary share capital); and
(ii) persons deemed to be acting in concert with Texas Utilities
have acquired, in aggregate, 712,474 Energy Group Shares
(including Energy Group Shares represented by Energy Group ADSs),
representing approximately 0.14 per cent. of The Energy Group's
issued ordinary share capital, and have disposed of, in
aggregate, 1,778,521 Energy Group Shares (including Energy Group
Shares represented by Energy Group ADSs), representing
approximately 0.34 per cent. of the said capital, none of such
acquisitions and disposals being connected with the Texas
Utilities Offer.
Save as disclosed in this announcement neither Texas Utilities
nor any persons deemed to be acting in concert with Texas
Utilities have acquired or agreed to acquire any Energy Group
Shares (or rights over such shares) during the offer period.
Consequently, as at 1.00 p.m. (London time), 8.00 a.m. (New York
City time) on 19 May 1998, TU Acquisitions owned, had rights over
or had received valid acceptances in respect of, in aggregate,
373,692,381 Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), representing approximately
71.75 per cent. of The Energy Group's issued ordinary share
capital.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7.00
P.M. (NEW YORK CITY TIME) ON FRIDAY, 29 MAY 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED SHARE
ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7.00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, 29 MAY 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON 5 JUNE 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON 1 JULY 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES AND
ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Enquiries:
TEXAS UTILITIES COMPANY
David Anderson (Investors) Telephone: +1-214-812 4641
Joan Hunter (Press) Telephone: +1-214-812 4071
LEHMAN BROTHERS INTERNATIONAL Telephone: +44-171-601 0011
Richard Collier
Anthony Fobel
MERRILL LYNCH INTERNATIONAL Telephone: +44-171-628 1000
Justin Dowley
Lewis Lee
Martin Falkner
MERRILL LYNCH CORPORATE BROKING Telephone: +44-171-772 1000
Mike Gibson
Joshua Critchley
FINANCIAL DYNAMICS Telephone: +44-171-831 3113
Nick Miles
Andrew Dowler
The definitions set out in the offer document dated 10 March 1998
apply in this announcement. The Texas Utilities Offer is not
being made, directly or indirectly, in or into Canada, Australia
or Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent
in or into Canada, Australia or Japan.
The Directors of TU Acquisitions accept responsibility for the
information contained in this announcement, and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Lehman Brothers and Merrill Lynch, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited,
are acting for Texas Utilities and TU Acquisitions and no one
else in connection with the Texas Utilities Offer and will not be
responsible to anyone other than Texas Utilities and TU
Acquisitions for providing the protections afforded to their
respective customers or for providing advice in relation to the
Texas Utilities Offer or any other matter referred to herein.
Lehman Brothers and Merrill Lynch are acting through Lehman
Brothers Inc. and Merrill Lynch & Co., respectively, for the
purposes of making the Texas Utilities Offer in the United
States.
END
